Monthly Archives: April 2020

Seller’s Responsibility for Buyer’s Pre-Closing Claim Costs in M&A Deals

Explore the intricacies of seller responsibilities for buyer’s pre-closing claim costs in M&A deals. Learn how indemnification provisions can play a crucial role in protecting buyers from unexpected legal challenges. Case reference: ALLERGAN FIN., LLC v. PFIZER INC. April 30,

Posted in indemnification Tagged with: , , , , , , , , , , ,

Delaware Court Allows Buyer’s Claims Against Seller for Breach and Fraud in Business Acquisition

Explore a significant M&A legal case where a Delaware court permitted a buyer to pursue claims against a seller for breach and fraud in a business acquisition. Get insights into the buyer’s legal battle and the implications of acquisition agreement

Posted in damages, exclusive remedy, fraud carveout, indemnification cap Tagged with: , , , , , , , , , , , ,

Safeguarding Purchase Price in Business Sales to Avoid Buyer Bankruptcy Discharge

Learn how to protect the purchase price in business sales to prevent buyer bankruptcy discharge. Explore a real case example and key takeaways for secure transactions. April 20, 2020 Introduction: When a business seller agrees to receive a significant portion

Posted in seller carried purchase price Tagged with: , , , , , , , , , , , , , ,

Buyer’s Problem with Business Seller Failing to Pay Invoice of Valuable Vendor

Explore a recent legal case highlighting challenges in M&A transactions when business sellers fail to pay critical vendor invoices. Learn how clear agreements and meticulous contract drafting can prevent uncertainties and potential conflicts. Case reference: Continental Motors, Inc. v. Danbury

Posted in Buyer payment of seller retained liabilities Tagged with: , , , , , , , , , ,

Understanding When Indemnification Applies in Asset Purchase Agreements

Explore a recent case, Continental Motors, Inc. v. Danbury Aerospace, Inc., to understand how indemnification provisions in asset purchase agreements impact legal outcomes. Learn about the buyer’s strategic approach to broaden indemnification scope. April 13, 2020 Introduction: In the world

Posted in customer deposits, direct, indemnification, sick time, third party, vacation time Tagged with: , , , , , , , , , , ,

Buyer’s Lengthy Legal Battle Over $58 Million Pension Claim from Seller’s Union

Explore a complex M&A legal case involving a buyer’s struggle against a $58 million pension claim from a seller’s union. Learn how successor liability and careful structuring played a role. April 3, 2020 Introduction: When a business asset buyer acquires

Posted in federal multiemployer pension plan withdrawal liability, successor liability Tagged with: , , , , , , , , ,

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